<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ---------------------

   
                              Amendment No. 2 to
    
                          Annual Report on Form 10-K
                                      on
                                  FORM 10-K/A
                                      
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1997

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
         Commission file number 1-13086

                                    EVI, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             04-2515019
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                             Identification No.)

5 Post Oak Park, Suite 1760, Houston, Texas                     77027-3415
 (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, include area code:  (713) 297-8400

Securities registered pursuant to Section 12(b) of the Act:

          Title of each class         Name of each exchange in which registered
          -------------------         -----------------------------------------
     Common Stock, $1.00 Par Value             New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 10, 1998, was $2,042,322,630, based upon the closing
price on the New York Stock Exchange as of such date.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:

      Title of Class                              Outstanding at March 10, 1998
      --------------                              -----------------------------
Common Stock, $1.00 Par Value                               47,784,619

                       DOCUMENTS INCORPORATED BY REFERENCE

                                   None.
<PAGE>   2
                               EXPLANATORY NOTE


   
        EVI, Inc. files this Amendment No. 2 on Form 10-K/A to the Annual
Report on Form 10-K, as amended by Amendment No. 1, for the year ended 
December 31, 1997, to amend and restate Item 11 in its entirety.
    





                                       1








<PAGE>   3

   
    
ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION TABLE

        The aggregate compensation paid for the years ended December 31, 1997,
1996 and 1995 to Mr. Duroc-Danner, the Company's Chief Executive Officer, and
the five most highly compensated executive officers of the Company during 1997
whose total annual salary and bonus exceeded $100,000 (hereafter referred to as
the "named executive officers") during the year ended December 31, 1997 was as
follows:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>                                                                                                             
                                                                                                    LONG-TERM   
                                                                                                   COMPENSATION
                                                                                                   ------------       
                                                                                                    SECURITIES              
                                                         ANNUAL COMPENSATION     OTHER ANNUAL       UNDERLYING     ALL OTHER
    NAME AND                                          ------------------------     COMPEN-           OPTIONS        COMPEN- 
 PRINCIPAL  POSITION                       YEAR       SALARY(1)       BONUS(1)   SATION(2)(3)        (SHARES)      SATION(4)
 --------------------                      ----       ---------       --------   ------------      -----------     ---------
 <S>                                       <C>         <C>            <C>           <C>            <C>              <C>
 Bernard J. Duroc-Danner...............    1997        $391,667       $500,000       $135,670           50,000       $7,313
 President and                             1996         340,000        100,000         69,150          400,000        7,322
 Chief Executive Officer                   1995         280,000         50,000         41,400           50,000        7,192
                                                                                                                    
 John C. Coble(5)......................    1997         250,000        207,200         71,580           40,000        5,321
 Executive Vice President and              1996              --             --             --               --           --
 President of Grant Prideco                1995         193,333         30,000         28,600           34,000        5,114
                                                                                                                    
 Ghazi J. Hashem.......................    1997         170,833         60,000         36,545               --        3,966
 Senior Vice President, Technical          1996         150,000         40,000         25,950               --        4,025
 Operations                                1995         137,500             --         13,901               --        3,966
                                                                                                                    
 James G. Kiley........................    1997         241,667        150,000         47,000           50,000           --
 Vice President and Chief Financial        1996         183,333         75,000         23,250          100,000           --
 Officer, Treasurer and Secretary          1995         145,000         25,000         10,200           50,000           --
                                                                                                                    
 Frances R. Powell.....................    1997         176,667        120,000         46,420           32,000        2,901
 Vice President-Accounting                 1996         148,333         60,000         34,400               --        3,846
 and Controller                            1995         125,000         25,000         19,665               --        2,901
                                                                                                                    
 Robert F. Stiles(6)...................    1997         200,000         75,000         32,917           60,000        3,716
 Vice President and                        1996              --             --             --               --           --
 President of EVI Oil Tools                1995              --             --             --               --           --
</TABLE>

----------
(1)      Salary and bonus compensation include amounts deferred by the named
         executive officer pursuant to the EVI, Inc. Executive Deferred
         Compensation Stock Ownership Plan (the "Executive Deferred Plan")
         described in Note 2 below.  For purposes of the Executive Deferred
         Plan, the compensation of a participant will be the participant's total
         cash compensation as reported on his or her Form W-2 for the calendar
         year plus all amounts deferred under the Executive Deferred Plan and
         any eligible cash or deferred arrangement under Section 401(k) of the
         Internal Revenue Code, of 1986, as amended.  A participant may elect a
         percentage (not less than 1% nor





                                       2
<PAGE>   4

         more than 7 1/2%) of his or her compensation to be deferred under the
         Executive Deferred Plan for the following calendar year.  Once an
         election has been made as to the percentage to be deferred, the
         election is irrevocable for the subsequent Plan year.  Bonus
         compensation is based on the date when paid because such compensation
         is not based solely on achievements for the prior fiscal year.
         Bonuses are typically paid in May following the Company's annual
         meeting.  Subsequent to December 31, 1997, the Company paid bonuses to
         its executive officers in recognition of services provided by such
         officers to the Company during 1997 and the first quarter of 1998.
         Such bonuses included $700,000, $308,640, $120,000, $300,000,
         $200,000, and $134,715  for Messrs. Duroc-Danner, Coble, Hashem and 
         Kiley, Ms. Powell, and Mr. Stiles, respectively.

(2)      Other Annual Compensation includes (i) the vested portion of the
         amount accrued by the Company under the Executive Deferred Plan for
         the basic benefit of each participant equal to 7 1/2% of the
         participant's compensation for each calendar year, plus (ii) the
         vested portion of matching contribution under the Executive Deferred
         Plan provided by the Company to each participant who elects to defer a
         portion of his or her compensation in an amount equal to 100% of the
         amount deferred by the participant.  The Company's 7 1/2% accrual
         under the Executive Deferred Plan and any matching accruals made with
         respect to deferrals by participants, vest generally over a five-year
         period on the basis of 20% per year for each year of service by the
         participant with the Company or its subsidiaries after the later of
         January 1, 1992 or the date one became a participant in the Executive
         Deferred Plan, subject to 100% vesting upon the participant's
         retirement, death or disability while in the employment of the Company
         or a subsidiary, except under certain circumstances.

         Under the Executive Deferred Plan, the compensation deferred by the
         employee and the matching contributions provided by the Company are
         converted into non-monetary units equal to the number of whole shares
         of Common Stock that could have been purchased by the amounts credited
         to the account at a market based price.  Distributions are made to
         participants under the Executive Deferred Plan following the time the
         employee retires, terminates his employment or dies.  The amount of the
         distribution under the Executive Deferred Plan is based on the number
         of vested units in the employee's account at such time multiplied by
         the market price of the Common Stock at that time. Distributions under
         the Executive Deferred Plan may, at the election of the Company, be
         made in cash, stock, or combination thereof.  It is the current
         intention of the Company that all distributions be made in the form of
         shares of Common Stock.  The obligations of the Company with respect to
         the Executive Deferred Plan are unfunded.  However, the Company has
         established a grantor trust that is subject to the claims of creditors
         of the Company to which funds are deposited with an independent trustee
         that purchases shares of Common Stock for the Executive Deferred Plan.
         As of December 31, 1997, Messrs. Duroc-Danner, Coble, Hashem and Kiley,
         Ms. Powell, and Mr. Stiles had 45,018, 29,594, 16,207, 12,092, 17,386,
         and 15,521 units allocated to their respective accounts.

         Other Annual Compensation also includes the vested portion of the
         Company's matching contribution and any refunds made pursuant to the
         Company's 401(k) savings plan ("Savings Plan").  Matching contributions
         of $1,920 were made by the Company during 1997 for each of Messrs.
         Duroc-Danner, Coble and Hashem, Ms. Powell and Mr. Stiles. All
         full-time employees who have at least six months of service are
         eligible to participate.  The Savings Plan provides for all
         participating employees a 40% non-discretionary matching contribution,
         up to a maximum liability of 1.2% of each participating employee's
         annual compensation, plus a discretionary matching contribution in an
         amount determined by the Company from time to time.  The Company's
         contributions have a five year vesting based on years of service.  All
         participating named executive officers are fully vested.

(3)      Excludes perquisites and other benefits because the aggregate amount
         of such compensation was the lesser of $50,000 or 10% of the total of
         annual salary and bonus reported for the named executive officer.

(4)      All Other Compensation includes the total premiums paid on a life
         insurance policy provided by the Company for the benefit of the named
         executive officer.

(5)      Compensation information for Mr. Coble is not presented for 1996 as he
         was not an executive officer of the Company.

(6)      Compensation information for Mr. Stiles is not presented for 1996 and
         1995 as he was not an executive officer of the Company.



                                       3
<PAGE>   5

EMPLOYEE STOCK OPTION PLANS

         The Company has two stock option plans for the benefit of its
employees, the 1981 Employee Stock Option Plan (the "1981 Plan") and the 1992
Employee Stock Option Plan (the "1992 Plan").  There are currently outstanding
options to purchase 200,000 shares of Common Stock under the 1981 Plan and no
further options may be granted under this plan.  The 1992 Plan currently
provides for the grant of options to purchase up to 2,000,000 shares of Common
Stock to key employees.  These options may be either incentive stock option or
nonstatutory stock options.  There are currently outstanding options to purchase
966,400 shares of Common Stock and there are 340,000 shares of Common Stock
available for future grants of options under the 1992 Plan.  No options may be
granted under the 1992 Plan after March 19, 2002.

         The 1981 Plan and 1992 Plan are currently administered by the full
Board of Directors of the Company.  Each option granted under the 1981 Plan and
1992 Plan may be exercised from time to time with respect to the number of
shares of Common Stock as to which it is then exercisable in accordance with the
terms of the 1981 Plan and 1992 Plan, respectively, and an option agreement
setting forth the specific terms thereof. The price at which shares of Common
Stock may be purchased upon the exercise of an option is determined by the Board
of Directors or committee thereof at the time the option is granted.

         The following table shows, as to the named executive officers, the
options granted pursuant to the 1992 Plan during the year ended December 31,
1997:

<TABLE>
<CAPTION>
                                     OPTIONS GRANTED IN LAST FISCAL YEAR

                                         NUMBER OF          % OF TOTAL
                                        SECURITIES           OPTIONS                                         GRANT 
                                        UNDERLYING          GRANTED TO         EXERCISE                      DATE   
                                      OPTIONS GRANTED      EMPLOYEES IN          PRICE       EXPIRATION     PRESENT 
               NAME                      (SHARES)              1997           (PER SHARE)       DATE        VALUE(1) 
               ----                   -----------------   -------------       -----------    ----------     --------
 <S>                                    <C>                 <C>                 <C>          <C>            <C>    
Bernard J. Duroc-Danner..............  50,000(2)              22%              $27.8125     5/06/2007      $  984,000      
John C. Coble........................  40,000(3)              17%               27.8125     3/09/2007         671,200
Ghazi J. Hashem......................      --                 --                     --            --              --    
James G. Kiley.......................  50,000(3)              22%               27.8125     3/09/2007         839,000
Frances R. Powell....................  32,000(3)              14%               27.8125     3/09/2007         536,960
Robert F. Stiles.....................  60,000(3)              25%               27.8125     3/09/2007       1,006,800
</TABLE>

---------

(1)      Based upon Black-Scholes option valuation model.  The calculation
         assumes volatility of 49%, a risk free rate of 6.5%, a seven year
         expected life, no expected dividends and option grants at $27.8125 per
         share.  The actual value, if any, which may be realized with respect to
         any option will depend on the amount, if any, by which the stock price
         exceeds the exercise price on the date the option is exercised.  Thus,
         such valuation may not be a reliable indication as to value and there
         is no assurance the value realized will be at or near the value
         estimated by the Black-Scholes model.

(2)      Options become fully exercisable on May 7, 2001.

(3)      Options become fully exercisable on March 9, 2001.





                                       4
<PAGE>   6

        The following table shows, as to the named executive officers, the
aggregate option exercises during 1997 and the values of unexercised options as
of December 31, 1997:                                                        

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND DECEMBER 31, 1997 OPTION VALUES
   
<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES
                                                                        UNDERLYING          
                                                                   UNEXERCISED OPTIONS             VALUE OF UNEXERCISED
                                        SHARES                     AT DECEMBER 31, 1997             IN-THE-MONEY-OPTIONS
                                      ACQUIRED ON                ----------------------------      AT DECEMBER 31, 1997(1)
                                       EXERCISE       VALUE      EXERCISABLE    UNEXERCISABLE     --------------------------
                   NAME                (NUMBER)      REALIZED      (SHARES)       (SHARES)        EXERCISABLE  UNEXERCISABLE
                   ----               ----------      --------   -----------  ---------------     -----------  -------------
    <S>                                  <C>        <C>             <C>            <C>           <C>           <C>         
    Bernard J. Duroc-Danner              320,000    $11,905,782     450,000        380,000       $19,045,000   $14,104,375 
    John C. Coble                         38,136      1,204,435          --         80,400                --     2,716,000 
    Ghazi J. Hashem                           --             --          --             --                --            -- 
    James G. Kiley                        45,000      1,178,056          --        155,000                --     5,399,650 
    Frances R. Powell                     11,000        439,529       9,000         32,000           403,875       766,000 
    Robert F. Stiles                          --             --          --         60,000                --     1,436,250 
</TABLE>
    
----------

(1)     Value based on difference in market value of the Common Stock on
        December 31, 1997, and the exercise price. The actual value, if any, of
        the unexercised options will be dependent upon the market price of the
        Common Stock at the time of exercise. The value of unexercisable options
        has not been discounted to reflect present value.

DIRECTOR COMPENSATION

        Each non-employee director of the Company is paid $1,000 for each
meeting of the Board of Directors and $500 for each committee meeting of the
Board of Directors he attends.  In addition, each non-employee director of the
Company is paid a retainer of $4,000 for each quarter of the year in which such
director serves as a director.  Mr. Butters receives an additional retainer of
$6,250 per month for serving as Chairman of the Board.  Total compensation paid
to the non- employee directors for 1997, including director fees and retainers
but excluding the deferred compensation described below, was $102,906 for Mr.
Butters, $27,750 for Mr. Dutton, $29,138 for Mr. Gordon, $27,288 for Mr. Lubar,
$29,500 for Mr. Millard and $21,738 for Mr. Rayne. 

        The Company maintains a deferred compensation plan for its non-employee
directors (the "Non-Employee Director Plan") that is intended to provide
additional long-term incentive to the directors.  Under the Non-Employee
Director Plan, each non-employee director may elect to defer up to 7  1/2% of
any retainer, meeting, committee or other similar fee or compensation to which
the non-employee director is entitled for services performed for the Company.
Each election by a non-employee director to defer compensation is irrevocable
and must state the date on which distributions under the Non-Employee Director
Plan are to be made, which date may not be less than one year after the
effective date of the election.  Deferred compensation under the Non-Employee
Director Plan is credited to an account for the director.  In the event the
director elects to defer at least 5% of his compensation under the Non-Employee
Director Plan, the Company will make an additional allocation to the director's
account equal to the sum of (i) 7 1/2% of the director's compensation and (ii)
a percentage of the director's compensation equal to the percentage deferred by
the director.

        All amounts credited to the account of a director are converted into
non-monetary units equal to the number of whole shares of Common Stock that
could have been purchased by the amounts credited to the account at the market
price of the Common Stock as of the last day of the calendar month in which the
amounts are credited.  The amount of funds to be paid to a director at the time
of payment will be determined by multiplying the number of units credited to
the director's account at such time multiplied by the market price of the
Common Stock on the last business day of the month preceding the date the
distribution is to commence.  Distributions under the Non-Employee Director
Plan commence as of the first day of the calendar quarter coincident with or
following the date specified by the director in his election to defer
compensation and may be either in the form of a lump sum or in quarterly
installments not to exceed ten years.  In the event a director elects to
receive deferred compensation through installments, the unpaid amounts will
accrue interest on a quarterly basis at a rate equal to an announced





                                       5
<PAGE>   7

prime rate.  No distribution may be made to a director with respect to units
relating to amounts deferred and additional credits made by the Company within
six months prior to the proposed date of distribution except where the
distribution follows the director's death or termination of service as a
director.  In such case, the director will be entitled to receive a distribution
in an amount equal to the compensation deferred during such six-month period
plus interest.  During 1997, $25,031, $6,750, $7,088, $6,638 and $5,288 were
credited under the Non-Employee Director Plan as deferrals and Company
contributions to the accounts of Messrs. Butters, Dutton, Gordon, Lubar and
Rayne, respectively, with total units allocated to their respective accounts of
542, 128, 135, 124 and 117.

         Pursuant to the Company's Amended and Restated Non-Employee Director
Stock Option Plan (the "Director Plan"), each non-employee director is granted
an option to purchase 10,000 shares of Common Stock as of the date he is first
elected or is re-elected as a director of the Company.  Subject to certain
anti-dilution provisions in the Director Plan, an aggregate of 1,000,000
shares of Common Stock have been reserved for issuance upon the exercise of
options granted under the Director Plan.  During 1997, options to purchase
10,000 shares of Common Stock were granted to each non-employee director of the
Company.  In 1997, Messrs. Butters and Millard purchased 60,000 shares each of
Common Stock upon the exercise of options granted under the Director Plan.

         Under the Director Plan, each stock option granted to a non-employee
director is not exercisable for a period of one year from the date of grant,
but is fully exercisable following such one-year anniversary.  Each option
granted under the Director Plan is exercisable at a purchase price per share of
Common Stock equal to the fair market value of the Common Stock as of the date
of grant.

         Options granted to non-employee directors under the Director Plan are
exercisable for a term of ten years from the date of grant, subject to early
termination within a specified period following an event of death, disability
or retirement, resignation or termination from the Board of Directors of the
Company.  This period is one year in the case of retirement.  The Company does
not currently have a formal retirement policy for directors other than the
Director Plan.  The Director Plan defines retirement to be the termination of
service following five years of service on the Board of Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

         The Company has entered into employment agreements (each an "Employment
Agreement") with each of Messrs. Duroc-Danner, Kiley, Coble, Stiles, Huff and
Ms. Powell.  Each of the Employment Agreements provides for a term of three
years and is renewable annually.  Under the terms of the Employment Agreements,
if the executive's employment is terminated by the Company for any reason other
than "cause" or "disability" or by the executive for "good reason", in each case
as such terms are defined in the Employment Agreements, the executive will be
entitled to receive (i) an amount equal to three times the executive's current
base compensation plus the highest bonus paid to the executive during the three
years preceding the year of termination, (ii) any accrued salary or bonus (pro
rated to the date of termination), (iii) an amount equal to the amount that
would be payable if all retirement plans were vested, (iv) an amount equal to
the amount that would have been contributed as the Company's match under its 
401(k) savings plan and its Executive Deferred Plan for three years and (v) an
amount equal to the amount the executive would have received as a car allowance
for three years.  Under the Employment Agreements, "cause" is defined as the
willful and continued failure to perform the executive's job, after written
demand is made by the Chief Executive Officer or the Company's Board, or the
willful engagement in illegal conduct or gross misconduct.  Termination by the
executive for "good reason" is generally defined as (i) a material reduction in
title and/or responsibilities of the executive, (ii) certain relocations of the
executive or (iii) any material reduction in the executive's benefits.  In
addition, under such circumstances, all stock options and restricted stock
granted to the executive will automatically vest.  Further, with respect to
options, the executive would have the right to either exercise such options for
one year




                                       6
<PAGE>   8

   
after his or her date of termination or to surrender for such cash all such
options unless to do so would cause a transaction otherwise eligible for pooling
of interests accounting treatment under Accounting Principles Board Opinion No.
16 to be ineligible for such treatment, in which case the executive would
receive shares of Common Stock equal in value to the cash he or she would have
received.  All health and medical benefits would also be maintained after
termination for a period of three years provided the executive makes his or her
required contribution.  Under the Deficit Reduction Act of 1984, certain
severance payments that exceed a certain amount could subject both the Company
and the executive to adverse U.S. federal income tax consequences.  Each of the
Employment Agreements provides that the Company would be required to pay the
executive a "gross up payment" to insure that the executive receives the total
benefit intended by the Employment Agreement.  In addition, in connection with
the retention of Mr. Huff as Senior Vice President, General Counsel and
Secretary of the Company, the Company has agreed to grant to Mr. Huff a sign-on
incentive bonus of 75,000 shares of restricted Common Stock subject to four year
vesting on the basis of 25% per year and options to purchase an aggregate of
100,000 shares of Common Stock at the per share market price of the Common Stock
on the date of his employment, which is expected to be in June 1998, subject to
vesting over a three year period on the basis of one-third per year. The base
compensation payable to Messrs. Duroc-Danner, Kiley, Coble, Stiles, and Huff and
Ms. Powell under the Employment Agreements are $550,000, $275,000, $300,000,
$270,000, $350,000 and $200,000, respectively.
    


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Messrs. Butters, Dutton, Lubar and Millard are the current members of
the Compensation Committee of the Board of Directors of the Company.  In
addition, the full Board of Directors of the Company currently approves all
stock grants, with Mr. Duroc-Danner, the sole employee director of the Company,
abstaining from voting with respect to such matters.  Mr. Duroc-Danner,
however, does make recommendations to the Compensation Committee and the full
Board of Directors in regard to compensation and stock grants for the employees
of the Company.

         Mr. Dutton, a director of the Company, is a Partner of Fulbright &
Jaworski L.L.P., a law firm that the Company retained during 1997 with respect
to various legal matters and proposes to retain in 1998.  Fulbright & Jaworski
L.L.P.  received customary compensation in connection with its services to the
Company.

         Messrs. Butters and Millard, directors of the Company, are employed by
Lehman Brothers.  During 1997, Lehman Brothers received usual and customary
compensation for services rendered in connection with (i) the cash tender
relating to the Company's 10 1/4% Senior Notes due 2004 and 10 1/4% Senior
Notes due 2004, Series B, and (ii) the private placement of $402.5 million of
the Company's 5% Convertible Subordinated Preferred Equivalent Debentures due
2027.

         Mr. Lubar, director of the Company, is Chairman and Chief Executive
Officer of Christiana, a diversified holding company with interests in
refrigerated and dry warehousing, transportation and logistic services. In
addition, Mr. Lubar currently owns 968,615 shares of Christiana Common Stock,
representing 18.8% of the total outstanding shares of Christiana Common Stock.
In December 1997, the Company entered into an Agreement and Plan of Merger (the
"Christiana Merger Agreement") with Christiana, and C2, Inc., ("C2"), a
Wisconsin corporation, pursuant to a tax free merger (the "Christiana Merger")
in which approximately 3.9 million shares of the Company's Common Stock will be
issued to the stockholders of Christiana.  Upon consummation of the Christiana
Merger, Mr. Lubar and members of his family will own 2,036,135 shares of Common
Stock and will receive aggregate cash consideration of $9,784,800, as well as a
right to aggregate contingent cash consideration of approximately $5,219,000.

         Prior to the Christiana Merger, Christiana will sell two-thirds of its
interest ("Logistic Sale"), in Total Logistic Control, a wholly owned subsidiary
of Christiana ("Logistic") to C2, Inc. for consideration of approximately $10.7
million.  Following the Logistic Sale, remaining assets of Christiana will
consist of (i) approximately 3.9 million of the Company's Common Stock, (ii) a
one-third interest in Logistic, and (iii) cash and other assets with a book
value of approximately $10 million.  It is anticipated that Christiana will have
no material debt as of the consummation of the Christiana Merger, but will have
various tax liabilities which will be paid with the remaining cash in Christiana
after the Christiana Merger.





                                       7
<PAGE>   9

         As part of the proposed acquisition of Christiana,  the Company will
be indemnified by Logistic and C2 for all liabilities relating to Christiana's,
Logistic's, and their respective subsidiaries' and predecessors' businesses and
all historical contingent liabilities relating to the businesses of Christiana,
Logistic, and their respective current and historical subsidiaries and
predecessors.

         The Christiana Merger is subject to various conditions, including the
receipt of required regulatory approvals and the expiration or termination of
all waiting periods (and extensions thereof) under the Hart-Scott-Rodino Act.
Although there can be no assurance that the Christiana Merger will close, the
Company currently anticipates that the acquisition will be consummated shortly
after receipt of such regulatory approvals and the approval of the Christiana
Merger by the shareholders of the Company and Christiana, and the approval of
the Logistic Sale by the stockholders of Christiana.

   
    

                                       8
<PAGE>   10
                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                            EVI, INC.


                                   BY: /s/ FRANCES R. POWELL
                                      ----------------------------
                                            FRANCES R. POWELL
                                      VICE PRESIDENT, ACCOUNTING
                                              AND CONTROLLER
                                     (PRINCIPAL ACCOUNTING OFFICER)

   
Date: April 22, 1998
     -------------------